The level
proposed for Board fees was the same as that
adopted by the Extraordinary General Meeting
held in December last year.
Peter Lundkvist, representing the Third
Swedish National Pension Fund, was one of those
who voted against the Board fees.
"While we agree with the Nominating
Committee that the fees were previously too low,
we nevertheless cannot support this increase,
which is far too high and has proceeded much
too rapidly. We do not think it is reasonable,"
he said.
Nominating Committee Chairman Mads Eg
Gensmann replied that the increased dividends
are a consequence of a detailed evaluation of the
Board of Directors during the past year.
"We noted then that the company needs
reinforcement with foreign skills, in which case
the Board fees must be on par with international
standards. The benchmarking investigation we
conducted resulted in a compromise. The level is
still below that which prevails in the US market
and more at the level applicable in Europe."
Mads Eg Gensmann also pointed out another
reason for raising the fees.
"A condition linked to the fees is that Board
members are expected to invest the entire amount
after tax in shares in the company, since we feel
it is important that they build up a substantial
holding in the company."
In his role as Chairman of the Compensation
Committee, Bernt Magnusson also addressed the
matter of remuneration to senior executives.
"Here too the discussion boils down to
differences between Swedish and foreign
shareholders. As it happens, the Swedish
shareholders have largely elected to sell their
holdings in the company, with the result that
80 percent of the share capital is now owned
by foreign investors. It is clear that this has an
infl uence. Nevertheless, remuneration to the
company's senior executives is around the average
within Swedish industry, while it is lower in an
international comparison.
"However, the guidelines for remuneration
are well conceived and are aimed at ensuring that
the company can recruit and retain employees
with the highest competence.
"They should also foster Group unity and be
simple, long-term, measurable and attuned to
market conditions, and the variable component
should always have a ceiling," said Bernt
Magnusson.